AT&T INC. — Director's Dealing 2018

Feb 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2018-02-01

Reporting Person: STANKEY JOHN T (SEVP-Merger Integration Planng)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	G	50438	—	Disposed	0	Direct
2018-02-01	Common Stock	G	50438	—	Acquired	455387	Indirect
2018-02-01	Common Stock	M	1726	—	Acquired	1726	Direct
2018-02-01	Common Stock	F	1726	$39.16	Disposed	0	Direct
2018-02-01	Common Stock	A	83203.4	—	Acquired	124825.1813	Indirect
2018-02-01	Common Stock	F	32726.1022	$39.16	Disposed	92099.0791	Indirect
2018-02-01	Common Stock	D	50477.2978	$39.16	Disposed	41621.7813	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Restricted Stock Units (2018)	$	A	46284	Acquired		Restricted Stock Units (46284)	Direct
2018-02-01	Restricted Stock Units (2018)	$	M	1726	Disposed		Restricted Stock Units (1726)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6937.2405	Indirect
Common Stock	120000	Indirect

Footnotes

F1: Restricted stock units acquired pursuant to the 2016 Incentive Plan. Each unit will convert into one share of issuer's common stock. Units vest and distribute on 1/27/2022. Vesting (but not distribution) is accelerated on retirement eligibility

F2: Mandatory tax withholding on vesting of Restricted Stock Units due to retirement eligibility.

F3: Distribution of performance shares.

F4: Each performance share is equivalent in value to a share of common stock.

F5: Mandatory tax withholding on distribution of performance shares.

F6: Represents performance shares distributed in cash, after taxes.